[Form 4] Baxter International Inc. Insider Trading Activity

Rhea-AI Filing Summary

Joel T. Grade, EVP and CFO of Baxter International Inc. (BAX), reported a grant of 102,712 restricted stock units (RSUs) on 09/02/2025 that will vest on 09/05/2028, subject to the Amended and Restated Baxter International Inc. 2021 Incentive Plan vesting conditions. The RSUs will vest immediately if the reporting person’s employment is terminated without Cause as defined in the plan. After the reported transaction, the filing shows 222,560 shares beneficially owned, which includes automatic dividend reinvestment and shares held in Baxter’s Employee Stock Plan. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• 102,712 RSUs granted to the EVP and CFO, providing long-term alignment with shareholders
• Post-transaction beneficial ownership of 222,560 shares indicates meaningful insider ownership including dividend reinvestment

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine RSU grant to the CFO increases reported beneficial ownership; no sales or cash transactions reported.

The filing documents a non-cash equity award of 102,712 RSUs to the company’s EVP and CFO on 09/02/2025, vesting three years later. This is a standard long-term incentive that aligns the executive with shareholder outcomes and does not represent a liquidity event. The post-transaction beneficial ownership of 222,560 shares aggregates existing holdings and dividend reinvestments, but the filing contains no exercise, sale, or cash proceeds information. Impact on share count is the issuance of RSUs subject to vesting, which may dilute over time when settled in shares, though the filing provides no pro forma dilution figures.

Corporate Governance Expert

TL;DR: Governance-wise this appears to be a standard time-based RSU grant with a termination-for-cause safeguard.

The grant follows the company’s 2021 Incentive Plan and includes accelerated vesting if employment terminates without Cause, a common retention feature. The Form 4 discloses the vesting date and the contingency but does not detail performance conditions beyond plan references. There are no indications of atypical acceleration clauses, change-in-control provisions, or simultaneous disposals. From a governance standpoint the disclosure is straightforward and compliant with Section 16 reporting requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Grade Joel T.

(Last) (First) (Middle)

ONE BAXTER PARKWAY

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BAXTER INTERNATIONAL INC [ BAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1 par value	09/02/2025		A		102,712(1)	A	$0	222,560(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person received a grant of restricted stock units (RSUs) that are scheduled to vest on September 5, 2028, the first business day following the third anniversary of the grant date, subject to satisfaction of the related vesting requirements set forth in the Amended and Restated Baxter International Inc. 2021 Incentive Plan (the Plan). The RSUs will immediately vest if the reporting person's employment is terminated without Cause (as defined in the Plan).

2. Total includes the automatic reinvestment of dividends and shares held in the Baxter's Employee Stock Plan.

Remarks:

	/s/ Ellen K. Bradford, as attorney in-fact for Joel T. Grade	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Joel T. Grade report on Form 4 for BAX?

The report discloses a grant of 102,712 restricted stock units (RSUs) on 09/02/2025.

When do the RSUs granted to Joel T. Grade vest?

The RSUs are scheduled to vest on 09/05/2028, the first business day after the third anniversary of the grant, subject to plan vesting conditions.

How many Baxter shares does Joel T. Grade beneficially own after the reported transaction?

The Form 4 reports 222,560 shares beneficially owned following the transaction, which includes automatic dividend reinvestment and shares in the Employee Stock Plan.

Is there accelerated vesting for the RSUs in any circumstance?

Yes. The RSUs will immediately vest if the reporting person’s employment is terminated without Cause as defined in the company’s plan.

Was cash paid for the RSU grant reported on the Form 4?

No cash payment is reported; the transaction code is an A (acquisition) of RSUs at a reported price of $0.